(Ownership Dispute/Litigation)

Situation: This company generated an impressive volume but lost money because of poor controls. The business defaulted on a $1.2 million secured loan. A secured lender sought the appointment of a Receiver to see if the business could be salvaged. Robert P. Mosier was appointed Receiver.
Results: Controls were put in place and the business’ cash flow was stabilized. An investor purchased 49% of the stock with an infusion of cash that (1) paid off the secured debt and (2) preserved tax NOL.
Duration: 6 months. Orange County Superior Court Judge
Robert J. Polis. James McShane, Esq., Sheppard, Mullin,Richter & Hampton, Counsel for Plaintiff; Gary Torpey, Esq.,Counsel for Defendant. Project Coordinator: Craig M. Collins

“Our client was hoping for a solution that would avoid shutting down the company and liquidating the inventory. Mosier & Company gained the confidence of both the lender and the owner as it worked through the solution that got our client paid.”

(Dissolution/Refinance)

Situation: The company defaulted on a $11.0 million secured line of credit. The relationship was contentious: the borrower had previously brought an unsuccessful lender liability action. Robert P. Mosier was appointed Receiver pursuant to the default provisions of a Chapter 11 Plan.
Results: The Receiver sold unneeded inventory and equipment to pay down the loan. The balance of the note was paid by refinancing other properties owned by the Defendant/Debtor.
Duration: 2 years. Los Angeles Superior Court Judge.
Diane Wayne. Clifford Meyer, Esq., of Buchalter, Nemer, Fields & Younger, Counsel for the Bank, Edythe Bronston, Esq., Counsel for the Receiver.

“This was a difficult case with a history of hot tempers, allegations and even threats. Mosier stuck to the agenda through two years of legal maneuvering and ultimately achieved success.”

Edythe Bronston, EsquireCounsel for the Receiver

(Dissolution through Mediation)

Situation: The firm was forced to close its doors because of contract disputes on major projects. The firm was current on its $600,000 secured line of credit. Robert P. Mosier was appointed Receiver.
Results: Maximized the value of the firm’s FF&E. Collected accounts receivable. Oversaw and settled litigation against several companies that contributed to the firm’s closure. A 99% recovery for the secured creditor, and a release of personal guarantees for the principals.
Duration: 2 yrs. Orange County Superior Court Judge Dennis Choate; Camilla Andrews, Esq., of Ivanjack & Lambirth for Secured Lender. Leonard Schulman, Esq., of Marshack & Schulman for the Company.

“By opting for a Dissolution Receiver (vs. Chapter 7), the Bank was able to (1) recommend Mosier and (2) remain a party to the process along with the owners. Mosier & Company manages the wind-down very successfully including facilitating resolution of a major lawsuit through mediation.”

Jim BarksThen Vice President Special AssetsSunwest Bank

Receiver & Examiner: Settlement

(Taking Control and Settlement)

Situation: A family-owned business (successfully run by one spouse) was caught up in a divorce. When the other spouse attempted to reassert control, the business declined rapidly. Robert P. Mosier was appointed Receiver.
Results: The Receiver selected one spouse to run the business; the other served on the Board with the Receiver. Settlement was achieved by splitting the business: a consumer division to one spouse and the OEM division to the other.
Duration: 6 months. Superior Court Commissioner Sheila Fell; Bruce Hughes, Esq. of Hughes & Hughes and Mark S. Lam, Esq. for the Petitioner; Bertrend Cottle, Esq. for the Respondent. Project Coordinator: Craig M. Collins

“The case involved a Taiwanese couple. The language and cultural barriers made it more challenging. Once Mosier took control of the business, and worked with one party without excluding the other, the matter proceeded to settle in a matter of weeks.”

“…Mosier & Company did an exceptional job … maximizing the value of the assets. Considering the many obstacles overcome, these results clearly exceeded our expectations.”

Jim HuntVice PresidentUnion Bank [of California]

(Dissolution)

Executive Vice President of Chapter 11 Debtor(Dissolution)$10,000,000 Private Four Year University

text-decoration: underlineSituation: This 90-year old University ran out of cash and its Board of Trustees opted to liquidate all assets for the benefit of creditors in a Chapter 11. Robert P. Mosier was retained as Executive Vice President; Craig M. Collins served as Assistant Vice President.
Results: The University’s building, name, FF&E, student records, library, accounts receivable and other assets were sold at auctions for approximately $3,000,000 to pay creditors.
Duration: 1 year. L. A. Bankruptcy Judge Thomas 0. Donovan; Counsel: Michael Lubic, Esq. and Matthew Lesnick, Esq., of Sonnenschein, Nath & Rosenthal LLP for the Debtor. Project Coordinator: Craig M. Collins

“With the University low on cash, it was important to carefully manage the wind-down and liquidate assets quickly. Mosier & Company took charge and got results, including non-monetary issues critical to this non-profit’s mission, like fin cling a home for student records.”

“This was a five-year war that was going nowhere. Mosier was appointed Examiner to clarify asset values (which were in dispute in the family court). This provided the basis for Judge Goldberg to negotiate a settlement. The plan was subsequently confirmed.”

Robert Bachman, EsquireCounsel for the Debtor

Litigation Management

Turnaround

Trek Industries, Inc.

Turnaround Receivership Manufacturing CompanySituation:

Revenue decline 2001 – 2004

$17.5 million to $3.5 million

Losses: alarming $1 million/year

Owners pumping in $100K/month

Goals:

Return company to profitability

Sell the business as a going concern

Recapture owner loans and investment

Results:

Revenues increased to $5.5 million

Costs cut $1 million (mostly payroll)

Business was sold and creditors paid in full

Owners repaid loans + investment

Mosier & Company, Inc.

Hasco Oil, Inc.

Provisional Director Family Business Dispute

Situation:

Mother sells oil business to children

Mother gets note, 20 year pay out

Kids mismanage business, default

Goals:

Stabilize the management

Return the business to profitability

Reinstate payments on the note

Results:

Financial controls put in place

Management disputes resolved

Note payments resume

Mother retakes control of the Board

Mosier & Company, Inc.

MC Trust

Probate Trustee Raw Land Entitlement

Situation:

Largest Asset: 30 acres of raw land

Current zoning: 1 house per 40 acres

401 neighbors oppose development

Goals:

Turn the neighborhood around

Achieve 45 half-acre lot zoning

Maximize recovery for heirs

Results:

Commission approved final map

Most neighbors supported the plan

Project sold to a nationwide builder

Value enhanced: $1 to $3 million

Mosier & Company, Inc.

Shirley's Bagels

Temporary Trustee Probate Court

Situation:

Dispute over living trust provisions

Lucrative bagel business declining

Four heirs couldnâ€™t agree on anything

Goals:

Turnaround and sell the bagel stores

Provide accounting: pasts gifts

Maximize remaining assets for heirs

Results:

Business stabilized, eventually sold

Estate tax returns filed; taxes lowered

Real estate sold and allocated

Prior gifts reconciled; litigation settled

Mosier & Company, Inc.

(Turnaround Project to Avoid Dissolution)

Situation: This once successful company was sold to a Vice President, and the seller took back a $1.0 million note. The new owner quickly lost financial control of the business and defaulted on a $1.6 million secured line plus the note to the prior owner. The Bank sought the appointment of Robert P. Mosier as Receiver.
Results: After stabilizing the company’s cash flow, the Receiver negotiated a settlement where the prior owner returned to management. The secured loan was paid off, and the Bank rewrote a new line of credit. The customer later received the Bank’s “Borrower of the Year” award.
Duration: 1 year. Orange County Superior Court Judge.
Ronald P. Bauer; Eric Dean, Esq., of Arter & Hadden, Counsel for the Bank. Ed Terreri, Esq., Counsel for the Defendants.

“The Bank was very pleased with the outcome. A bad credit was converted into one of our best customers. Mosier did a characteristically thorough job in bringing about a win/win solution.”

Jim LeSieurThen President, Sunwest Bank

Litigation

National Investors Financial, Inc.

Class-Action Lawsuit Dissolution Receiver

Situation:

5,200 elderly investors

$110 million in total investment

Management pursuing own agenda

Goals:

Settle with management

Sell land and sue aiding professionals

Maximize recovery for investors

Results:

Projects sold for $15 million

Litigation settled for $15 million

15% to 20% recovery for investors

Mosier & Company, Inc.

Metacor Pension & Profit Sharing Plan

Independent Fiduciary Federal Court Regulatory Action

Situation:

Pension plan cash used to pay operation’s bills

Department of Labor sues the fiduciaries

Settlement to be implemented

Goals:

Recover assets: several sources

Initiate litigation for added recovery

Maximize recovery: plan participants

Results:

Assets recovered pursuant to plan

Insurance litigation pursued and settled

Plan Participants received 49.9% net

Mosier & Company, Inc.

(Ownership Dispute/Litigation)

Situation: Six years ago at the formation of this manufacturing company, the owners never finalized key incorporating documents. A dispute later arose over ownership (the documents showed the minority owner had 0.5%; the minority owner argued that he owned 50% to 60%). Litigation ensued. Robert P. Mosier was appointed Provisional Director.
Results>: The Provisional Director stabilized management, and sought instruction from the Court to remove the company from the litigation. After a 3-week trial, the Court awarded 75% of the ownership to the minority owner.
Duration: 1 year. Orange County Superior Court Judge Ronald C. Kline. Nick Yocca and Mark Skaist, of Stradling Yocca, Carlson & Rauth, Counsel for the Provisional Director.

“A key issue raised by Mosier was whether the company should be involved in the shareholder dispute. We recommended and the Court agreed, to resolve the ownership dispute first, then address any shareholder derivative actions.”

(Manage and Defend Litigation)

Agent for the Defendant (Manage and Defend Litigation)$48,000,000 Office Building Mortgage and Lease

Situation: The owners/tenants of two 200,000 sq. ft. office towers in LA wanted to sue themselves to void their leases. The reason was hidden earthquake damage called ‘moment fracture’ with a projected repair cost of $20 million. Robert P. Mosier was retained as the landlord/agent to defend the leases. This unusual action, wherein the tenants of the buildings were suing themselves as owners, was upheld by District Court.
Results: After a month-long trial, the Judge ruled conclusively in favor of the landlord/agent thereby sustaining the leases.
Duration: 10 Months. JAMS Ret. Superior Court Judge Leon Savitch. Anthony Oliva, Esq. and David Zaro, of Allen Matkins, Leck, Gamble & Mallory, LLP. for the Landlord/Agent. Project Coordinator: Craig M. Collins

“Mosier & Company did an impressive job of helping us set the litigation strategy and providing a thorough economic analysis of the leases. The combination of business insight with strong legal argument brought about a decisive victory.”

(Partnership Dispute/Buyout)

Situation: Two partners of a development company were embroiled in a dispute over control. Gridlock ensued, and the company could not sell lots, deal with pending litigation and other key issues. Robert P. Mosier was appointed Provisional Director.
Results: The Board set in motion a plan to keep the company moving forward while the litigation proceeded. This provided the framework that allowed counsel to settle the case via a buyout.
Duration: 6 months. Orange County Superior Court Judge Randall Wilkinson; Ron Rus, Esq. and Randall Smith, Esq. of Rus, Miliband & Smith, Counsel for Plaintiff; Saul Pinto, Esq. and Mark Erickson, Esq. of Pinto, Gromet, Dubia & Worcester, LLP, Counsel for Defendant.

“The board meetings were emotionally changed and combative. Mosier did an excellent job of keeping the parties focused and working through the issues. This allowed the attorneys to settle the matter.”

(Liquidation versus Going Concern Value)

Situation: A publicly-traded company with cash flow difficulties had an offer to purchase its stock. Certain creditors objected saying that the liquidation of assets would bring more than the sale of the stock. Mosier & Company was retained to advise the Board on the potential recovery from a liquidation.
Results: The Mosier & Company analysis concluded that the going concern value was in the best interests of creditors (and employees), and the Board accepted the offer to purchase the stock.
Duration: 1 month. Board of Directors Acquisition Committee. Nick Yocca, Esq., of Stradling, Yocca, Carlson & Rauth, Counsel for the Board; Project Coordinator: Craig M. Collins.

“The Board needed a fast but thorough analysis on the cost/benefit of liquidation versus a sale as a going concern. Mosier & Company did an impressive analysis with very little notice. The Board was quite pleased with their contribution.”

(Voluntary Dissolution)

Consultant to Law Firm Executive Committee (Voluntary Dissolution)Leading Orange County Law Firm

Situation: A leading, Orange County law firm (with over 45 attorneys plus support staff) decided to close. Mosier & Company was retained to assist in the dissolution.
Results: Negotiated with key creditors to limit liability. Maximized the value of fixed assets and an extensive law library. Coordinated with counsel to maximize the collection of receivables without damaging attorney/client relationships. Cataloged and distributed 7,000 boxes of records to clients/attorneys. Closed 401-K plan. Filed final tax returns. Distribution of capital account to the partners.
Duration: 2 years. Liquidation Committee comprised of four key partners. William Lobel, Esquire of Lobel & Opera: Lease Negotiations; Susan Gentile, Esquire: Accounts Receivable Collection.

“The dissolution was smooth, well organized and surpassed our expectation. Mosier & Company did an excellent job.”